Developer EULA

IMPORTANT READ CAREFULLY: This Agreement is a legal and binding agreement between you the Application Developer (“Developer” or “You” or “Your”) and ZOS Communications, LLC (“ZOS”) for the use of Software and or API’s as set forth and defined herein.

YOU ARE ABOUT TO DOWNLOAD, AND OR INSTALL, AND OR USE SOFTWARE PROVIDED TO YOU BY ZOS AND OR ITS LICENSEES AND OR AGENTS.

BY CLICKING ON THE “I ACCEPT” BUTTON OR OTHERWISE INSTALLING OR USING ANY PART OF THE SOFTWARE, YOU ARE CONSENTING TO BECOME A PARTY TO THIS AGREEMENT AND TO BE BOUND BY ITS TERMS. YOUR WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT. >/p>

IF YOU DO NOT WANT TO BECOME A PARTY TO THIS AGREEMENT OR DO NOT AGREE WITH OR CANNOT COMPLY WITH ALL OF ITS TERMS, DO NOT CLICK ON THE “I ACCEPT” BUTTON OR INSTALL OR USE ANY PART OF THE SOFTWARE, AND YOU WILL NOT BE LICENSED TO THE SOFTWARE OR BE AUTHORIZED TO USE ANY PART OF THE SOFTWARE.

Definitions:

“Application:” Developer’s Software that is or will be used for business or entertainment by End Users.
“Application Developer” (“Developer” or “You” or “Your”): The individual and or company that receives a ZOS Developer License to either imbed or uses ZOS’s API’s and or Software in an application or solution for End Users.
“API’s:” ZOS’s set of routines protocols, libraries, and tools used by Developer to build software applications.
“End User:” The person and or company who uses the software after it has been fully developed and distributed by the Application Developer.
“End User Personal Information:” Includes , but is not limited to End User’s name, email address, birth date, gender, address, cell phone number, cell phone service provider, current location, places of interest, personal habits, path of travel, occupation, industry, personal interests, relationship information, lifestyle information, social media interactions, and personal pictures/photographs. Additionally, information from any device or browser used to view, register or download products and services including but not limited to cell phone, tablet, PDA, computer and car. Such additional information may include but is not limited to IP address, unique identifier number (IMEI and the like), cookie information, software and hardware attributes, location, location information and webpage requests.
“License:” Restricted right to use ZOS Software.
“Locatee:” The location of a device/individual that an End User, using the Application Developer’s Application, request the location of.
“Locator:” The End User requesting a location and or the Developers Application requesting a location on behalf of End User.
“Software:” ZOS API’s and ZOS Discrete Agent (“ZDA”) provide to Developer together with all related materials, documentation, updates or modifications provided to You by ZOS or its licensees or agents.
“ZDA:” ZOS’s proprietary libraries and executable code set for integration into Developer’s Application.
Under this Agreement, You are obtaining a Developer License that will allow you to use a copy of the Software for integration into applications that You develop in accordance with the terms and conditions herein.

1. License.

Developer License. Subject to Your compliance with the terms and conditions of this Agreement and the restrictions and exceptions set forth in the Software “README” file, if any, incorporated herein by reference, ZOS hereby grants to You a limited non-exclusive license to:
use of the Software only for integration into Applications that You develop and only provided You agree to provide the End User documentation pertaining to the use, collection, storage and dissemination of End User Personal Information (including End User’s current and historical location information) together with Your and ZOS’s Privacy Policy as required below;
internal use and development without fees to reproduce internally and use internally the Software complete and unmodified for the purpose of designing, developing, and testing your products and solutions.
to distribute software without fees to reproduce and distribute those files specifically identified as distributable in the Software “README” file (“Distributables”) provided that: (i) you distribute the Software complete and unmodified and only bundled as part of, and for the sole purpose of running, your Applications, (ii) you do not distribute additional software intended to replace any component(s) of the Software;
to distribute Redistributables without fees to reproduce and distribute those files specifically identified as redistributable in the Software “README” file (“Redistributables”) provided that: (i) you distribute the Redistributables complete and unmodified, and only bundled as part of Applications, (ii) you do not distribute additional software intended to supersede any component(s) of the Redistributables (unless otherwise specified in the applicable README file).

2. License Restrictions.
(a) General Restrictions. You shall not (nor shall You permit anyone else to) directly or indirectly: (i) copy (except as expressly set forth above), modify, or distribute the Software or any portion thereof; (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of the Software or any portion thereof (except where the foregoing is permitted by applicable local law, and then only to the extent so permitted); (iii) rent or lease the Software or any portion thereof to a third party, or otherwise use or allow the use of the Software or any portion thereof to be used for any commercial purpose or on behalf of any third party without ZOS being properly compensated; (iv) remove or obscure any proprietary notices on the Software; (v) post or otherwise make available the Software, or any portion thereof, in any form, on the Internet or other publicly-available forum; (vi) distribute copies of the Software to others (electronically or otherwise) outside your Application; (vii) use a previous version of the Software after you receive a new version and are asked to discontinue using the previous version; (viii) export or re-export the Software in violation of any laws or regulations; or (ix) make any single copy of the Software available for use by multiple users over any network or from any remote workstation or terminal. Each single device on which the Software is installed and used shall be primarily available to only a single user. You are responsible for all fees and costs associated with the copying and installation of the Software. As a specific condition of this license, (i) you agree to defend and indemnify ZOS and its licensors from and against any damages, costs, liabilities, settlement amounts and/or expenses (including attorneys’ fees) incurred in connection with any claim, lawsuit or action by any third party that arises or results from the use or distribution of any and all Programs and/or Software; (ii) You agree to use the Software in compliance with all applicable laws, including without limitation copyright laws, and that You will not copy, transmit, perform or distribute any audio, video or other content using the Software without obtaining all necessary licenses or permissions from the owner of the content. (iii) You acknowledge the Software and its features and functions, when used alone or in combination with a computing device or other systems, may be protected by one or more of US and/or foreign patents. A listing of any such patents may be included in the “About” box or menu associated with the Software and ZOS reserves the right update that listing from time to time, but You should not consider any such listing to be a complete or exhaustive list of all patents that may cover the Software and You should not consider the absence of any such listing to be an indication that no patents cover the Software.

3. Special Restrictions, Disclaimers and Liability Limitations with respect to the use of the Software.
The Software is subject to the following restrictions, disclaimers and liability limitations:

Third Party Mapping Products, Data and Content. The Software may work in conjunction with or rely upon third party mapping products, data and content that are not owned or controlled by ZOS in any way and which are used at Your own risk. ZOS disclaims all liability that might arise from the use of such products, data or content. ZOS does not verify the validity or accuracy of such products, data and content and Your right to use, copy or do anything with such products, data or content is solely at the discretion of the third party provider of such products, data and content.
Utilization of Software under Dangerous Conditions. Should the End User of Your Application use of the Software under certain conditions, such as walking, driving or in other conditions where their attention may be impaired, can lead to injury or death or to the injury or death of third parties. ZOS disclaims all liability that might arise from End Users of Your Application who’s use of the Software under any circumstances where doing so might put them, their possessions, or third parties at risk or in any kind of danger.

4. Proprietary Rights.
ZOS and its licensors shall own and retain all right, title, and (except as expressly licensed hereunder) interest in and to the Software, all copies or portions thereof. Any, derivative works created by You shall belong to You. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Notwithstanding anything else, the Software is licensed and not sold. All rights in the Software not specifically granted in this Agreement are reserved by ZOS and its licensors.

5. Confidentiality.
You agree to maintain the Software and any data or databases contained therein in confidence and that You will not, other than provided for herein, disclose or distribute the Software to any third party without the express written consent of ZOS. You may not use the Software except as set forth herein. You further agree to take all reasonable precautions to preclude access of unauthorized persons to the Software.

6. Term and Termination.
This license is effective until terminated hereunder. You may terminate the license at any time by destroying the Software (including the related documentation) together with all copies or modifications in any form. ZOS will have the right to terminate the license granted herein immediately if You fail to comply with or breach any term or condition of this Agreement. The license granted to You herein will terminate automatically upon any breach of Sections 1, 2, 3, 13 or 14. ZOS will also have the right to terminate the license granted herein immediately upon its sole discretion. Upon termination of this Agreement for any reason, You shall immediately stop using the Software and shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Software. Sections 2 through 19 shall survive any termination of this Agreement.

7. Limited Warranty.
ZOS and its licensors warrant only that the Software will perform substantially in accordance with the specifications stated for the Software in any documentation, if any, accompanying the Software for a period of ninety (90) days (the “Warranty Period”). THIS WARRANTY SHALL NOT APPLY TO ANY SOFTWARE WHICH HAS BEEN ABUSED, MISUSED, DAMAGED, ALTERED, NEGLECTED, OR SUBJECTED TO UNAUTHORIZED REPAIR OR INSTALLATION, AS REASONABLY DETERMINED BY ZOS.

NOTWITHSTANDING ANYTHING ELSE HEREIN, THE ENTIRE LIABILITY OF ZOS AND ITS LICENSORS, AND YOUR EXCLUSIVE REMEDY FOR A BREACH OF THE FORGOING WARRANTY, SHALL BE, AT ZOS’ OPTION AND EXPENSE: (A) REPAIR OR REPLACEMENT OF THE SOFTWARE FOR SOFTWARE THAT MEETS THE WARRANTY OR (B) IF REPAIRING OR REPLACING THE SOFTWARE IS NOT COMMERCIALLY PRACTICABLE IN ZOS’ SOLE DISCRETION, REFUND OF THE PURCHASE PRICE PAID BY YOU, IF ANY, IN BOTH CASES ONLY WHERE THE SOFTWARE IS RETURNED TO ZOS, WITHIN THE WARRANTY PERIOD.

8. Warranty Disclaimer.
THE LIMITED WARRANTY SET FORTH IN SECTION 7 IS THE ONLY WARRANTY PROVIDED BY ZOS. EXCEPT FOR THE FOREGOING, THE SOFTWARE AND ANY SERVICES ARE PROVIDED “AS IS” AND ZOS MAKES NO WARRANTY OF ANY KIND WITH REGARD TO THE SOFTWARE OR ANY SERVICES PROVIDED BY ZOS HEREUNDER. ZOS EXPRESSLY DISCLAIMS ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.

FURTHER, ZOS DOES NOT WARRANT RESULTS OF USE OR THAT THE SOFTWARE IS BUG FREE OR THAT ITS USE WILL BE UNINTERRUPTED. ZOS AND ITS LICENSORS DO NOT AND CANNOT WARRANT THE RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.

9. Limitation of Liability.
NOTWITHSTANDING ANYTHING ELSE HEREIN, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL ZOS OR ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON (I) FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR DAMAGES RESULTING FROM YOUR USE OF THE SOFTWARE OR THE SERVICES PROVIDED BY OR ON BEHALF OF ZOS, OR (II) FOR ANY MATTER BEYOND ZOS’ OR ITS LICENSORS’ REASONABLE CONTROL. ZOS’ AND ITS LICENSORS’ MAXIMUM LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE PURCHASE PRICE PAID BY YOU FOR THE SOFTWARE, EXCEPT WHERE NOT PERMITTED BY APPLICABLE LAW, IN WHICH CASE ZOS’ LIABILITY SHALL BE LIMITED TO THE MINIMUM AMOUNT PERMITTED BY SUCH APPLICABLE LAW. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF ZOS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

10. Export.
You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and You shall not export, or allow the export or re-export of the Software in violation of any such restrictions, laws or regulations. By using the Software, You agree to the foregoing and represent and warrant that You are not located in, under the control of, or a national or resident of any restricted country.

11. Indemnity.
You shall indemnify and hold harmless ZOS from any third party claims, damages, liabilities, costs and fees (including reasonable attorney fees) arising from Your use and End Users of your Application of the Software as well as from Your failure to comply with any term of this Agreement.

12. Government Restricted Rights.
If You are or are developing an Application for an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the Software, or any related documentation of any kind, including technical data or related manuals, is restricted in accordance with Federal Acquisition Regulation 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies. This Software is commercial computer software and the related documentation is commercial computer software documentation. The use of the Software and related documentation is further restricted in accordance with the terms of this Agreement, or any modification hereto. ZOS Communications, LLC is located at 423 Terrace Road, Santa Barbara, CA 93109.

13. End User Personal Information.
Developer shall collect, use, hold and disclose Personal Information received, directly or indirectly, by Developer strictly in accordance with best industry practices, does not conflict with ZOS’s most current Privacy Policy and Terms of Use available at http://www.zoscomm.com/privacy-policy and shall comply with all applicable laws, rules and regulations relating to the protection and privacy of such Personal Information. In addition, Developer:

shall not disclose such Personal Information to any third party without the prior written consent of ZOS or the its End User;
shall limit access to such Personal Information to those of Developer’s employees with a clear business need to access such information, and shall require those employees to use the Personal information only for the purposes disclosed to End Users, pursuant to section 2, below, and maintain such information in strict confidence;
shall permit representatives of ZOS to review its processes for the handling of such Personal Information and shall make any changes that ZOS, acting reasonably, considers necessary in order to protect the confidentiality of such Personal Information. However, ZOS shall not be required to review Developer processes and, if reviewed by ZOS, does not relieve Developer of its responsibility(s) in all or part herein;
upon request, shall cooperate with ZOS in responding to and fulfilling any requests by End Users to allow access to, correct, add to, or delete any such Personal Information, within such time periods as may be prescribed by law;
shall cooperate with, and assist in, any investigation by ZOS and/or any federal, state, provincial or local governmental unit with competent jurisdiction (e.g., Office of the Privacy Commissioner of Canada) of a complaint that any such Personal Information has been collected, used or disclosed contrary to this Agreement or to any applicable law, rule or regulation (e.g., Part 1 of the Personal Information Protection and Electronic Documents Act of Canada), within such time periods as may be prescribed by law;
shall provide any disclosure of Personal Information or assistance that is required by law;
shall, if it becomes aware of a breach of any of the provisions of this Article notify ZOS (or any third party, as required by law) immediately in writing and take all reasonable measures to prevent any further breaches; and
upon the expiry or termination of this Agreement, or upon request ZOS, cease any and all use of such Personal Information and shall return all such Personal Information to ZOS, including any copies, or destroy it in a manner designated by ZOS or the Enabler Provider or otherwise agreed to by the Parties.

14. Notices and Consent.

Notice

ZOS software may from time to time utilize Your End User’s network operator and or a location aggregator to help garner a location from a device, Developer shall integrate a conspicuous and stand-alone notice, as amended from time-to-time, into its registration process for its Developer Application that substantially conforms to the following:

This is not an application provided by your network operator. If you use this application, it may require such network operator to disclose your customer information, including location information, to the application provider, ZOS or some other third party. By providing your consent, you authorize your network operator, ZOS or some other third party to disclose your information to third parties solely for the purpose of enabling this application. Please review the application’s terms of use and privacy policies for more information about how the application will collect, access, use, or disclose your information. Terms of use and other policies usually are available on the application provider’s Web site. If you aren’t comfortable with the application’s polices, don’t use it. You acknowledge and agree that (1) your relationship with the application provider is separate from your relationship with your network operator and ZOS and or other third party location providers ; (2) your network operator, ZOS and third party location providers are not responsible for this application; and (3) you will hold harmless your network operator, ZOS and third party locations providers and their contractors, agents, subsidiaries, affiliates, officers, employees, agents, successors and assigns from any judgments, claims, actions, losses, liabilities or expenses arising from or attributable to this application or the acts or omissions of the application provider.”

Additional Notice Requirements

Each Developer End User must expressly and affirmatively accept the notice before continuing. In addition, Developer shall
integrate into its registration process for each Developer Application its own standalone clear and conspicuous notice about how its End User information, including location information, will be accessed, used, stored, disclosed or collected;
obtain the appropriate consent to such notice from each Developer End User prior to any such access, use, storage, disclosure or collection; and
maintain a clear, comprehensive and easily accessible privacy policy.
Designate an individual or individuals who are accountable for Developer’s compliance with this privacy policy and applicable privacy laws, rules, regulations or decisions;

The appropriate type of notice and consent required will depend upon the type of Developer Application:

For Developer Applications where only the Developer’s End User and or ZOS will see End Users own information, the notice must be provided to, and consent must be obtained from, the Developer End User.
For Developer Applications where a multi-device business account holder will have the ability to see ZOS provided information regarding multiple devices under its own account, the notice must be provided to, and consent must be obtained from, the account holder. Developer’s End Users of the devices under the account holder’s account also shall also be notified in a clear and conspicuous manner that they may be located (if applicable) using the Developer Application.
For all other types of Developer Applications, (i) the notice must be provided to, and consent must be obtained from, the Developer’s End User who is registering for the Third Party Developer Application; (ii) a notice must be provided to the account holder that the registrant has subscribed to a service that may locate the registrant’s device; and (iii) to prevent any unwitting use, Developer must send an SMS message to the registrant’s device promptly after registering to confirm the registration, and then send periodic SMS messages to the registrant’s device solely to remind the user that his/her device may be located and/or have other ZOS Information obtained on the device using the Third-Party Developer Application.

With the exception of self service and employer business location based services, Developer shall provide notice to, and obtain the affirmative consent of, a locatee prior to permitting a locator to view that locatee’s location. The notice must, at a minimum, inform the locatee that the locator is seeking permission to locate the locatee (e.g. “ would like your permission to locate you using {application}”). The consent is valid until revoked. Once revoked, the locatee must consent again before the locator is allowed to locate the locatee. Similar consent would be required for any Developer Application that discloses any ZOS or locatee Confidential Information to another End User.

Developer must provide each Developer End User and account Holder with the ability to easily, conveniently, and promptly revoke consent to any Developer Notice or Permission to obtain Confidential Information on a 24 hours per day, 7 days per week basis. Once revoked, Developer must immediately cease accessing and using the Developer End User’s location information. Developer must enable its End User to revoke consent, at a minimum, via the method by which they consented. All revocation requests must be maintained in a log and must include relevant details to such revocations (e.g. a reference to the action requested and the locators who are the subject of the revocation).

Developer shall clearly and completely document the presentation of all notices and any corresponding consent (as applicable). The record must include, at a minimum;
an identifier which links the Developer End User to the record;
a time and date stamp of the Developer End User’s acknowledgment;
a reference to the version of the notice that was presented;
a Developer Application identifier;
for permissions to locate and revocation records, an identifier which links the permitted/revoked locator to the record; and
for employer business Developer Applications, an identifier which identifies the Developer End User as the account holder.

15. Revocation.
Developer shall provide End Users with a method for revoking any consent granted for access to Personal Information. Developer shall send periodic messages to the End User reminding such End User of consents granted for access to Personal Information.

16. Recordkeeping
Developer shall retain each record for until the later of (a) as long as the associated consent is relied upon, (b) as long as required by applicable law, and (c) two (2) years after the location query. Developer shall also make such records available to ZOS upon request in a format specified by ZOS.

For each Developer Application, the Developer notice record may be required to be provided to ZOS before ZOS provides location information.

For self-service location-based service Developer Applications where the Developer End User’s location information is accessible by someone other than the Developer End User, the Developer shall maintain verifiable records (e.g., data log of each instance of the Developer End User’s request to use the service. Such log must be maintained for a minimum of two (2) years from the location query. The log must be made available to ZOS upon request in a format specified by ZOS.

17. Safeguards
Developer shall carefully consider the safety implications of each location-based service and implement the appropriate safeguards to address foreseeable risks. As such, Developer shall continuously monitor the use of its Developer Application(s) for any activity that violates any applicable policies or other relevant terms of use, including any fraudulent, inappropriate or potentially harmful behavior and promptly restrict the offending users from any further use of the Developer Application. Developer shall also provide a resource for its End Users to report abuse of the Developer Application and a process that can address that abuse in a timely manner. Similar safeguards shall be required for any Developer Application that obtains any ZOS Confidential Information.

For Developer Applications where End Users are able to locate other end users (e.g. social networking applications), Developer shall provide the locatee with the option of being notified each time that a locatee is being located and by whom. If such a Developer Application is one in which only adults may participate, then Developer shall verify the End User’s age using a reliable method. Similar consent shall be required for any Developer Application that discloses any ZOS Confidential Information to another Developer End User.

18. Trademarks and Logos.
You acknowledge and agree between you and ZOS that ZOS owns all of its trademarks and all ZOS related trademarks, service marks, logos and other brand designations (“ZOS Marks”), and you agree to comply with the ZOS Trademark and Logo Usage Requirements. Any use you make of the SZOS Marks inures to ZOS’s benefit.

19. General.
This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. This Agreement may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary to make it legal and enforceable and this Agreement shall otherwise remain in full force and effect and enforceable. The failure of ZOS to act with respect to a breach of this Agreement by You or others does not constitute a waiver and shall not limit ZOS’ rights with respect to such breach or any subsequent breaches. This Agreement is personal to You and may not be assigned or transferred for any reason whatsoever without ZOS’ prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. ZOS expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder. This Agreement shall be governed by and construed under California law (without regard to its conflicts of laws provisions) as such law applies to agreements between California residents entered into and to be performed within California. The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be the State and Federal courts in Santa Barbara County, California; You hereby agree to service of process in accordance with the rules of such courts.

EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL BARGAINED FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.

Questions concerning this Agreement should be sent to the address set forth below. Any notices or correspondences will only be effective if sent to such address.